Advisory Board Appointment Agreement

Not legal advice. This is a starting template, not a finalised contract, and not legal advice. Advisory arrangements, equity grants and their tax treatment (including Division 83A employee share scheme rules in Australia) and liability terms are commonly negotiated and have real consequences. Have a qualified Australian legal practitioner ([COO or delegate]) review and tailor it, and confirm any equity terms against the Company's constitution, shareholders'/SAFE arrangements and cap table strategy, before use.

How To Use This Template

1. Fill the placeholders marked [ ] and complete Schedule 1 (appointment details) and Schedule 2 (remuneration) for each advisor.
2. Choose one remuneration option in Schedule 2 (equity, cash, or expenses-only) and delete the others.
3. Send as the appointment contract once reviewed. Keep a signed copy in the Advisory Board register.

Parties

This Agreement is made between:

(1) Next Seven Again Pty Ltd ACN [ACN] of [registered address] (Company); and

(2) [Advisor full name] of [address] (Advisor).

Background. A. The Company operates the Nxt7a Earth Intelligence platform and is establishing an Advisory Board to provide non-binding strategic guidance. B. The Company wishes to appoint the Advisor to its Advisory Board, and the Advisor agrees to act, on the terms set out below. C. The Company is registering as a Pending B Corp; its constitution includes the B Corp purpose and stakeholder governance clauses, and the Advisor's guidance supports the directors' consideration of the interests of employees, suppliers, customers, the community and the environment, as well as members.

1 · Appointment & Term

1.1 The Company appoints the Advisor as a member of its Advisory Board, and the Advisor accepts the appointment, on the terms of this Agreement.

1.2 The appointment begins on the Commencement Date and continues for the Term set out in Schedule 1, unless ended earlier under clause 12.

1.3 The appointment may be renewed by written agreement.

2 · Role & Services

2.1 The Advisor will provide non-binding advice, guidance and introductions in the areas of focus set out in Schedule 1 (Services), acting in good faith and using reasonable skill and care.

2.2 The Advisor will make themselves reasonably available for the time commitment set out in Schedule 1, including Advisory Board meetings and reasonable ad hoc consultation.

2.3 The Advisory Board is advisory only. Its discussions and recommendations are not binding on the Company, and the Company's directors retain full responsibility for all decisions.

3 · Status Of The Advisor

3.1 The Advisor is an independent contractor. Nothing in this Agreement makes the Advisor: (a) a director, officer or employee of the Company; (b) a partner, agent or joint venturer of the Company; or (c) a person with authority to bind the Company or represent it to third parties.

3.2 The Advisor is not appointed to the Company's board of directors and does not assume the statutory or fiduciary duties of a director. The Advisor must not hold themselves out as a director or officer of the Company.

3.3 The Advisor is responsible for their own taxes, superannuation and insurances in respect of any amounts received under this Agreement.

4 · Advisor's Obligations

The Advisor will:

• act honestly, in good faith and in the Company's interests when providing the Services;
• devote the time set out in Schedule 1 and respond to reasonable requests in a timely way;
• disclose conflicts of interest under clause 7;
• comply with the Company's reasonable policies made known to them, including its Code of Conduct, confidentiality and data handling requirements; and
• not do anything that brings the Company into disrepute.

5 · Confidentiality

5.1 The Advisor will keep confidential all non-public information of the Company and its clients, partners and communities (Confidential Information) obtained in connection with the appointment, and use it only to provide the Services.

5.2 This obligation continues during and after the appointment. It does not apply to information that is or becomes public other than through the Advisor's breach, or that the Advisor is required by law to disclose.

5.3 On request or on ending the appointment, the Advisor will return or destroy Confidential Information in their possession.

6 · Intellectual Property

6.1 All intellectual property created by the Advisor specifically in providing the Services (Work Product) is assigned to the Company on creation, and the Advisor will do what is reasonably needed to give effect to this.

6.2 The Advisor's pre-existing intellectual property remains theirs; to the extent it is included in any Work Product, the Advisor grants the Company a perpetual, royalty-free licence to use it for the Company's business.

7 · Conflicts Of Interest

7.1 The Advisor will promptly disclose any actual or potential conflict of interest, including advisory or other roles with competitors.

7.2 The Company may restrict the Advisor's access to information, or end the appointment under clause 12, where a conflict cannot be appropriately managed.

8 · Remuneration & Expenses

8.1 The Company will remunerate the Advisor as set out in Schedule 2. This is the Advisor's sole entitlement for the Services.

8.2 Any equity is granted subject to a separate plan or instrument, the Company's constitution and any shareholders'/investor arrangements, and the vesting and conditions in Schedule 2.

8.3 The Company will reimburse reasonable, pre-approved out-of-pocket expenses on production of receipts.

9 · Privacy & Data

The Advisor will handle any personal information accessed in connection with the appointment in line with the Company's Privacy Policy, and will not input Confidential Information or any Indigenous community data into AI or other tools except as the Company permits.

10 · Liability

10.1 The Advisor provides advice in good faith. To the maximum extent permitted by law, the Advisor is not liable to the Company for advice or recommendations given honestly and in good faith, except for liability arising from the Advisor's fraud, wilful misconduct or breach of clauses 5–7.

10.2 To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss.

11 · Indemnity / Insurance

11.1 [Optional – negotiated] The Company indemnifies the Advisor against liabilities reasonably incurred in properly performing the Services, except to the extent arising from the Advisor's fraud, wilful misconduct or breach of this Agreement.

11.2 The Company [does / does not] extend directors' and officers' or equivalent insurance to advisory board members. (Confirm with insurer; advisory members are typically not automatically covered.)

12 · Termination

12.1 Either party may end this Agreement at any time by giving the notice period set out in Schedule 1 in writing.

12.2 The Company may end this Agreement immediately if the Advisor breaches a material term (including clauses 5–7), becomes insolvent, or engages in conduct damaging to the Company.

12.3 On termination: the Advisor stops providing the Services and returns Confidential Information; the Company pays amounts properly due to the termination date; and any equity is treated as set out in Schedule 2 (including the treatment of unvested equity).

12.4 Clauses 5, 6, 10 and 13 survive termination.

13 · General

13.1 Notices are in writing to the addresses above (or as updated), including by email.

13.2 This Agreement and its Schedules are the entire agreement between the parties on this subject and replace any prior understanding.

13.3 Variation must be in writing and signed by both parties.

13.4 This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the courts of that jurisdiction.

13.5 This Agreement may be signed in counterparts and electronically.

13.6 The Advisor acknowledges they have had the opportunity to obtain independent legal advice before signing.

Execution

Executed as an agreement.

Signed for Next Seven Again Pty Ltd: ______________________  Name: [ ]  Title: [ ]  Date: [ ]

Signed by [Advisor name]: ______________________  Date: [ ]

Schedule 1 – Appointment Details

Schedule 2 – Remuneration (Choose One; Delete The Others)

Option A – Equity (Typical For Startup Advisors)

Option B – Cash

Option C – Expenses Only

Template v1.0 – review and finalise with qualified legal counsel before use.